ATCOM TECHNOLOGIES LIMITED · 2012. 1. 23. · Atcom technologies limited 21st Annual Report’2011...

AAttccoomm tteecchhnnoollooggiieess lliimmiitteedd 2211sstt AAnnnnuuaall RReeppoorrtt’’22001111

ATCOM TECHNOLOGIES LIMITED

21st ANNUAL REPORT 2010-2011


BOARD OF DIRECTORS

MR. VIKRAM A. DOSHI

MR. MAHENDRA SANGHAVI

MR. RAJENDRA PRADHAN

BANKERS

DENA BANK

STATE BANK OF PATIALA IDBI BANK

STATE BANK OF INDIA

AUDITORS

M/S. JAIN ANIL & ASSOCIATES CHARTERED ACCOUNTANTS

REGISTERED OFFICE

6A, LALWANI INDUSTRIAL ESTATE

14, G. D. AMBEKAR ROAD WADALA

MUMBAI 400 031

SHARE REGISTRAR & TRANSFER AGENTS

M/S. BIGSHARE SERVICES PRIVATE LIMITED

E-2, ANSA INDUSTRIAL ESTATE SAKI VIHAR ROAD

SAKINAKA, ANDHERI (EAST) MUMBAI 400 072

WORKS

DAMAN INDUSTRIAL ESTATE

AIRPORT ROAD, S. NUMBER 74/13 VILLAGE KADAIYA, DAMAN 396 210

DAMAN INDUSTRIAL ESTATE

AIRPORT ROAD, S. NUMBER 101/3 VILLAGE KADAIYA, DAMAN 396 210

17/A, GIDC, Somnath Road, Dabhel,

Daman – 396 210


ATCOM TECHNOLOGIES LIMITED

NOTICE

NOTICE is hereby given that the Twenty-first Annual General Meeting of the members of Atcom Technologies Limited will be held at the Registered Office of the Company viz. 6A, Lalwani Industrial Estate, 14, G. D. Ambekar Road, Wadala, Mumbai 400 031 on Thursday, 29th September, 2011 at 3.00 p.m. to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the audited Balance Sheet as at 31st March, 2011 and the Profit & Loss

Account for the period ended on that date alongwith the Reports of the Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Mahendra Sanghavi who retires by rotation and being eligible, offer himself for re-appointment.

3. To consider and if thought fit to pass with or without modification the following Resolution as an

Ordinary Resolution:

“RESOLVED THAT pursuant to section 224 and other applicable provision if any, of the Companies Act 1956, M/s Jain Anil & Associates, Charted Accountants be and are hereby appointed Auditors of the Company, to hold office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting of the Company at a remuneration and on the terms and conditions to be fixed by the Board of Directors.”

By Order of the Board of Directors

Sd/-

Place: Mumbai (Vikram A. Doshi) Dated: 30th May, 2011 Chairman

NOTES:

1) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON IN HIS STEAD AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. The instrument appointing a proxy should, however, be deposited at the Registered Office of the Company not less than forty-eight hours before the commencement of the meeting.

2) The particulars of Directors retiring by rotation are given in Corporate Governance Section.

3) Corporate Members are requested to send duly certified copy of the Board Resolution authorising their representative to attend and vote at the Meeting.

4) The Register of Members and Transfer Books of the Company will remain closed from Thursday, 22nd September, 2011 to Thursday, 29th September, 2011(both days inclusive)

5) Members holding shares in physical form are requested to immediately intimate changes, if any, in their registered addresses along with the PIN CODE to the Company or the Registrars so as to enable the Company to address future communication to their correct addresses.

6) Members are informed that in case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

7) In terms of section 109A of the Companies Act, 1956, Members are entitled to make nomination in

respect of shares held by them in physical form. Members desirous of making nominations are


requested to send their requests in form 2B in duplicate to the registered office of the Company or the Registrars. The nomination forms will be made available to the members on request.

8) Members holding shares in multiple folios in the same name or in the same order of names are

requested to consolidate their holding into a single Folio.

9) A brief profile of the Directors retiring by rotation and eligible for re-appointment, as stipulated under clause 49(IV)(G) of the Listing Agreement are provided as an annexure to the Notice. The Company has received the requisite Form DD-A from the said Directors in terms of Companies (Disqualification of Directors under Section 274(1)(g) of the Companies Act, 1956) Rules 2003 confirming their eligibility for re-appointment.

10) For security reasons and for proper conduct of the Meeting, entry to the venue of the Meeting will be

regulated by the Attendance Slip, which is annexed to the Proxy Form. Members / proxies attending the Meeting are requested to bring their Attendance Slip complete in all respects and signed at the place provided there at and handover it over at the entrance. Members holding shares in dematerialized form are requested to carry their depository account number along with the depository participant identification number. Members / Proxies are also requested to bring their copy of the Annual Report to the Meeting.

11) Please note that in terms of SEBI Circulars No.MRD/DoP/Cir-05/2009 dated May 20, 2009 and No.

SEBI/MRD/DoP/SE/RTA/Cir-03/2010 dated 7th January, 2010, it is mandatory for the shareholders holding shares in physical form to submit self-attested copy of PAN card for transfer / transmission / deletion / transposition of securities. In compliance with the aforesaid circulars, requests without attaching copies of PAN card, for transfer/deletion/ transmission and transposition of shares of the Company in physical form will be returned under objection.

12) Non-resident Indian Members are requested to inform the Registrar Bigshare Services Private Limited, immediately on change in residence status on return to India for permanent settlement.

13) Members desiring any relevant information or clarifications on the Accounts at the Annual General Meeting are requested to write to the Company Secretary at least seven days in advance of the meeting, so as to enable the Management to compile the information and provide replies at the meeting.

14) The Company has implemented the “ Green Initiative” as per circular nos. 17/2011 dated April 21, 2011 and 18/2011 dated April 29, 2011 issued by the Ministry of Corporate Affairs (MCA) to enable electronic delivery of notices/ documents and annual reports to shareholders. Henceforth, the email addresses indicated in your respective Depository Participant (DP) accounts which will be periodically downloaded from NSDL/CDSL will be deemed to be your registered email address for serving notices/documents including those covered under Section 219 of the Companies Act,1956


DIRECTORS' REPORT The Members, The Directors have pleasure to present the Twenty-first Annual Report with the Audited Statement of Accounts for the period ended 31st March, 2011. FINANCIAL RESULTS

(Rupees in lacs)

PARTICULARS

2010-2011

2009-2010

Gross Profit/(Loss) before depreciation (51.60) (6.44)

Less: Depreciation (99.11) (103.69)

Operating Profit/(Loss) (89.73) (110.13)

Less: Deferred tax 0.00 0.00

Profit/(Loss) after Tax (89.73) (110.13)

Add: Waiver of Term Loan /Cash Credit OTS 3188.85 0.00

Profit/ (Loss) after Extra Ordinary Item (3099.12) (110.13)

Add: Debit Bal of Profit & Loss A/c from previous year (22311.95) (22201.82)

Balance available for Appropriation (19212.83) (22311.95)

Deficit Carried to Balance Sheet (19212.83) (22311.95)

DIVIDEND Due to carried forward losses, your directors regret their inability to recommend a dividend for the year under review.

BUSINESS PERFORMANCE

The turnover of the Company during the year ended 2010-2011 amounted to Rs. 1,434,640 as compared to Rs. 512,503 in the year 2009-2010 representing a rise in the business of the Company over the previous year. As evident from the above financial results and accounts, the Company continued to be under financial crises. Due to financial crises the Company could not make the optimum utilization of the resources and the same resulted into reduced sales, negative results. DIRECTORS As per provisions of Articles of Association of the Company Mr. Mahendra Sanghavi, the Director of the Company retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. Details of director seeking re-appointment at the ensuing Annual General Meeting fixed on 31st July, 2011.

Name of Director Mr. Mahendra Sanghvi

Date of Birth 18th May, 1956

Date of Appointment 24th May, 2007

Expertise in specific functional areas Marketing

List of other Directorships held excluding foreign companies, Companies under Section 25 of the Companies Act, 1956 & Private companies

Five

Chairman/Member of the committees of the Board of other Companies in which he/she is a Director

Nil

AAttccoomm tteecchhnnoollooggiieess lliimmiitteedd 2211sstt AAnnnnuuaall RReeppoorrtt’’22001111 SUBSIDIARY COMPANIES

C2M Technologies India Limited

This subsidiary has not undertaken any significant business during the year under review.

AUDITORS The statutory auditors M/s Jain Anil & Associates, Chartered Accountants retire at the ensuing Annual General Meeting, and have confirmed their eligibility and willingness to accept the office, if re-appointed.

AUDITORS' REPORT

The observations of the auditor in their audit report are self-explanatory.

RESTRUCTURE OF THE COMPANY

The members are aware that during 2002-03 the Company became Sick Industrial Company as per the provisions of Sick Industrial Companies Act 1985 (SICA) and a reference was filed with Board for Industrial and Financial Reconstruction(BIFR) for determination of the measures with respect of the company. However some of the secured lenders initiated the proceedings under Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SRFAESI) against the Company. As a result the reference under SICA could not be admitted by the BIFR.

After protracted negotiations with the secured lenders, the majority of secured lenders in-principle have agreed to arrive at compromise/ arrangement with the company and to withdraw the proceedings initiated under SRFAESI. Out of eleven banks six banks have supported the Company for rehabilitation and reconstruction and also entered for consent terms out of which four banks have been fully settled and two banks payment is being done as per schedule of Consent term. Remaining five banks have been given revised proposal for rehabilitation and reconstruction which are under their consideration. The Company is also under negotiations with promoters/ investors to bring in further funds to revive the company

In the circumstances, the Company proposes to restructure it’s activities through the scheme of Reconstruction / Demerger/ Amalgamation/ Arrangement and Compromise. For this purpose the Company will be required to file necessary reference to BIFR under SICA and / or Scheme of compromise or arrangement under Companies Act 1956 / SRFAESI.

CORPORATE GOVERNANCE

We strive to maintain the corporate governance as far as possible. In compliance of Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited and National Stock Exchange Limited, a Report on Corporate Governance, along with the Certificate of the Auditors on Corporate Governance is annexed to this Report.

FIXED DEPOSITS

During the period under review, the Company has neither accepted nor renewed any public deposits, under Section 58A, read with Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956 your directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied them consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of its profit for the period ended as on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

AAttccoomm tteecchhnnoollooggiieess lliimmiitteedd 2211sstt AAnnnnuuaall RReeppoorrtt’’22001111 CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS.

INFORMATION AS PER SECTION 217(1)(e) READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 FOR THE PERIOD ENDED 31ST MARCH, 2011. CONSERVATION OF ENERGY Use of natural light through bigger windows, skylights etc. This has resulted in reduction of power consumption. RESEARCH & DEVELOPMENT As the company is under financial crunch no R&D was carried out.

FOREIGN EXCHANGE EARNINGS AND OUTGO There has been neither any earning nor outgoing of foreign exchange during the year under review.

PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not annexed hereto as none of the employees have drawn remuneration exceeding Rs. 5,00,000/- p.m. or Rs. 60,00,000/- p.a. Acknowledgements Your Directors greatly appreciate the commitment and dedication of all the employees. Also would like to thank all our Customers, Bankers, Clients, Business Associates and various Government agencies for their continued support.

For and on behalf of the Board Sd/-

Place: Mumbai (Vikram A. Doshi) Date: 30th May, 2011 Chairman


MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE AND DEVELOPMENTS The Company has been operative in 3 industries namely Information Technology, Drinking Water and Weighing & Instruments. However due to severe financial crisis faced by the company at present none of this divisions are operative. PERFORMANCE HIGHLIGHTS In 2010-2011, the Company could not deliver satisfactory performance in terms of revenues, profits, networth, assets and market capitalization. During the year under review the sales figures have gone down due to sluggish demand of ‘Electronic Weighing Scales’ in the Market and lower utilization of its capacity. Even the performance of other segment of the Company i.e. ‘Plastic’ was not satisfactory. OPPORTUNITIES AND THREATS The lack of additional funds with your Company and the prolonged recession is affecting the performance of the Company drastically. In these circumstances one could only survive only when the resources are put to use to their maximum productive capacity and this could only be achieved when there is no financial constraints. At present the Company is undergoing through the rigid financial crisis, only the financial restructuring will pave the way out of this financial jam. RISKS AND CONCERNS Any recurrence of outburst of disturbance in the country more predominantly due to political and economical upheaval may bring down the vibrancy of Company’s business activities. Any changes in economic and monetary policies of the Government such as monetary tightening, hike in interest rates, inflationary pressure, restrictions on foreign exchange flows etc may also have a negative impact on the operations and profitability of the Company. However, the company’s present financial jam is imposing much larger problem than other macro factor.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectation may be “forward looking statements” within the meaning of applicable statutory laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions and price conditions in the domestic and overseas markets in which company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

Date: 30th May, 2011


REPORT ON CORPORATE GOVERNANCE Company’s policies on the Corporate Governance and due compliance report for the year ended 31st March, 2011 is as under: I COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company’s philosophy on Corporate Governance is aimed at attainment of transparency accountability and equity in all facets of its operations. It includes not only application and adaptation of statutory rules/procedures and guidelines, but also includes application and adoption of good corporate practices followed voluntarily, by the Company.

II. BOARD OF DIRECTORS

Composition of Board

The current strength of the Board of Directors of the Company is Three. All the directors on the Board are Non-executive Directors and out of three Directors two Directors are independent Directors. In view of financial difficulties being faced by the Company, none of the Directors drew any remuneration. Due to losses the Directors do not receive any sitting fees. There are no nominee directors on the Board of the Company.

Board Meetings and attendance Five Board Meetings on 17th May, 2010, 1st July 2010, 14th August 2010, 13th November, 2010, 12th February, 2011 were held during the financial period 2010-2011 and the gap between two Board meetings did not exceed 4 months. The information pertaining to attendance of each director at the Board Meetings and at the last Annual General Meeting (AGM) and the number of companies and committees where he/she is a director/committee member are as under:

Name

Category

Number of

Directorship Other than

Atcom #

Number of Committees

of which Chairman Other than

Atcom

Number of Committees

of which Member

Other than Atcom

No. of Board

Meetings Attended

Last AGM Attendance (Yes/No)

Mr. Vikram A. Doshi

Promoter / Executive 8 2 3 5 Yes

Mr. Mahendra Sanghavi

Independent/ Non – Executive 4 1 3 5 Yes

Mr. Rajendra Pradhaan

Independent/ Non – Executive - - - 5 Yes

# Excludes private companies and companies registered under Section 25 of the Companies Act, 1956. The Committee Membership also includes the chairmanship in other boards

Directors who could not attend the meeting have obtained leave of absence from the Board/Committee.


Board Procedure The Board meets atleast once a quarter to review the quarterly performance and the financial results. The Board Meetings are generally scheduled well in advance and the notice of each Board Meeting is given in writing to each Director. The Board’s role, functions, responsibility and accountability are clearly defined. In addition to matters statutorily requiring Board’s approval, all major decisions involving compliance with statutory/regulatory requirements, major accounting provisions and write-offs are considered by the Board.

III. AUDIT COMMITTEE Terms of reference

The terms of reference of Audit Committee are as per the revised guidelines set out in the listing agreement with Stock Exchanges read with Section 292A of the Companies Act 1956 and includes such other functions as may be assigned to it by Board from time to time. The Audit Committee has been entrusted with all required authority and powers to play an effective role as envisaged under revised Clause 49 of the Listing Agreement.

Composition, Meeting and Attendance

The Audit Committee was constituted by the Board. The current strength of the Audit Committee of the Board is three members. The two members of the Audit Committee are Non-executive independent directors. The chairman of the Committee is an independent director. All the members of Audit Committee are financially literate and possess accounting and related financial management expertise. At the invitation of the Company, representatives from various divisions of the Company, internal auditors, statutory auditors attended the Audit Committee meetings to respond to queries raised at the Committee meetings.

Five meetings on 17th May, 2010, 1st July 2010, 14th August 2010, 13th November, 2010, 12th February, 2011 were held during the financial period 2010-2011 and the gap between two meetings did not exceed 4 months. The information pertaining to attendance of each member at the meetings of the Audit Committee is as under:

Composition Designation Category of Directorship

Attendance out of 5 Meetings

Mr. Rajendra Pradhaan Chairman

Non-executive Independent Director 5

Mr. Vikram A. Doshi Member Non-executive /Promoter Director 5

Mr. Mahendra Sanghavi Member

Non-executive Independent Director 5

IV. REMUNERATION COMMITTEE:

Composition, Meeting and Attendance The Remuneration Committee has been constituted for performing inter ilia the role/functions as set out under clause 49 of the listing agreement with the Stock Exchanges and also in pursuance to the amendments made to Schedule XIII of the Companies Act, 1956. It comprises of three directors, the two members are Non-executive Independent directors. The Chairman of the committee is an independent director The terms of reference to Remuneration Committee include reviewing and recommending the terms of remuneration of executive directors. There were no meetings held during the financial year 2010-2011. The information pertaining to the constitution of the Remuneration Committee is as under:


Composition Designation Category of Directorship


Non-executive Independent Director



Mr. Vikram Doshi Member Non-executive, Promoter Director

None of the independent director holds any shares of the Company. In view of financial difficulties being faced by the Company, none of the Directors drew any remuneration. The non-executive directors did not receive any remuneration and sitting fees for attending the meetings of the Board and Committees.

V. SHAREHOLDERS/INVESTORS’ GRIEVANCE COMMITTEE

Composition, Meeting and Attendance The Shareholders/Investors’ Grievance Committee was constituted by the Board. The Committee comprises of three directors; majority of them being independent and Non-executive. Mr. Rajendra Pradhaan has been elected as the Chairman of the Shareholders/Investors’ Grievance Committee. This committee looks into the redressing of shareholders’ / Investors’ complaints like transfer/ transmission of shares etc.

The Committee met on 17th May, 2010, 14th August 2010, 13th November, 2010, 12th February, 2011. The information pertaining to attendance of each member at the meetings of the Committee is as under:

Composition Designation Category of Directorship Attendance out of 4 Meeting



4

Mr. Vikram A. Doshi Member Executive Promoter Director 4



4

VI GENERAL BODY MEETINGS

Details of Last Three Annual General Meetings are given hereunder:

Financial Period

Date of Meeting Time Location

2009-2010 30.09.2010 2.00p.m 6A, Lalwani Industrial Estate, 14 G.D Ambekar Road, Wadala, Mumbai - 400031

2008-2009 31.07.2009 2.00p.m. 6A, Lalwani Industrial Estate, 14 G.D Ambekar Road, Wadala, Mumbai - 400031

2007-2008 30.09.2008 2.00p.m. 6A, Lalwani Industrial Estate, 14 G.D Ambekar Road, Wadala, Mumbai - 400031


No Special or ordinary resolution was passed through Postal Ballot. At the ensuing Annual General Meeting fixed, no special resolution is being proposed to be passed through Postal Ballot.

VII SUBSIDIARY COMPANIES

The Company has one subsidiary company. However, the Company does not have any material non-listed Indian subsidiary whose turnover or net worth (i.e. paid-up capital and free reserves) exceed 20% of the consolidated turnover or net worth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting period. Brief of the Company’s subsidiary company as on March 31, 2011 is as under: Sl No.

Name of the Subsidiary Date of Incorporation Country in which Incorporated

1

C2M Technologies India Limited 18th December, 1996 India

Subsidiary Monitoring Framework The Company manages its subsidiary company having the rights and obligations to manage such companies in the best interest of their stakeholders. As a majority shareholder, the Company nominates its representatives on the Boards of Subsidiary Companies and monitors the performance of the subsidiary company. Financial statements are reviewed quarterly by the Audit Committee of the Company.

VIII DISCLOSURES

a) There were no material individual transactions with the related parties which were not in the

normal course of business required to be placed before the audit committee and that may have potential conflict with the interest of the Company at large.

b) All accounting standards mandatory required have been followed in preparation of financial statements and no deviation has been made in following the same.

c) No money was raised by the Company through public issue, rights issue, preferential issues etc. in the last financial period and hence provisions contained in this behalf in Clause 49 of the listing agreement are not applicable for Compliance by the Company.

d) There are no pecuniary relationship or transactions of non-executive directors vis-a- vis the Company.

e) No penalties or strictures have been imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets.

IX MEANS OF COMMUNICATION

The Board of Directors of the Company approves and takes on record the unaudited financial results

a) The Quarterly/ Half yearly results are sent to the stock exchanges as and when they are taken on record by the company.

b) The above results are not displayed on any website. c) There were no presentations made to the institutional investors or to the analyst. d) Management Discussion & Analysis Report is a part of Annual Report.

X GENERAL SHAREHOLDER INFORMATION

AGM: Date, time and venue

Thursday, 29th September, 2011 at the Registered Office of the Company at 6A, Lalwani Industrial Estate, 14, G. D. Ambekar Road, Wadala, Mumbai 400 031

Date of Book closure

22nd September, 2011 to 29th September, 2011.

Dividend Payment Date

Not Applicable


Listing on Stock Exchanges

: Bombay Stock Exchange Limited and National Stock Exchange Limited.

Stock Code : BSE – 527007 NSE – ATCOM

Demat ISIN No for NSDL & CDSL

: INE 834A01014

** Delhi Stock Exchange & Ahmedabad Stock Exchange – Applied for delisting of shares

Share Transfer Agents: M/S. BIGSHARE SERVICES PRIVATE LIMITED

E-2, ANSA INDUSTRIAL ESTATE SAKI VIHAR ROAD SAKINAKA, ANDHERI (EAST) MUMBAI 400 072

Share Transfer System: All the applications for transfer of shares in physical form are processed by the Company’s Share Transfer Agents M/S. BIGSHARE SERVICES PRIVATE LIMITED. Thereafter the duly approved transfers are registered and the relevant certificates are returned to the Transferees. The dematerialized shares are transferred/ transmitted through NSDL and CDSL.

Stock Market Data and Performance in comparison to broad based indices (BSE) & Distribution of Shareholding: Not available as the scrip got suspended from 11-09-2006.

There are no GDRs/ ADRs/ Warrants or any Convertible instruments outstanding as on 31st March 2011. Address for correspondence: Registered Office: Share Transfer Agents: 6A, LALWANI INDUSTRIAL ESTATE 14, G. D. AMBEKAR ROAD WADALA MUMBAI 400 031

M/S. BIGSHARE SERVICES PRIVATE LIMITED E-2, ANSA INDUSTRIAL ESTATE SAKI VIHAR ROAD SAKINAKA, ANDHERI (EAST) MUMBAI 400 072

XI COMPLIANCE CERTIFICATE

Compliance Certificate for Corporate Governance from Auditors of the Company is given as Annexure to this report. DECLARATION As provided under Clause 49 of the Listing agreement with the Stock Exchanges, this is to confirm that all the Directors and members of the Senior Management have affirmed compliance with the Code of Conduct for the financial year ended 31st March, 2011.

For Atcom Technologies Ltd

Sd/-

Place: Mumbai (Vikram A. Doshi) Date: 30th May, 2011 Director


AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To The Shareholders Atcom Technologies Limited Mumbai

We have examined the compliance of conditions of Corporate Governance by Atcom Technologies Limited for the year ended 31st March 2011, as stipulated in Clause 49 of the Listing Agreement of the said Company with Stock Exchange(s).

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreements.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Jain Anil & Associates Chartered Accountants

Sd/- (Anil Jain) Place: Mumbai Dated: 30th May, 2011

Partner

Membership No. 39803

AAttccoomm tteecchhnnoollooggiieess lliimmiitteedd 2211sstt AAnnnnuuaall RReeppoorrtt’’22001111 CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION I, Mr. Vikram A. Doshi, the Director of the Atcom Technologies Limited to the best of my knowledge and belief, certify that:

a) I have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:

i) these statements do not contain any materially untrue statement or omit any material fact or

contain statements that may be misleading;

ii) these statements together represent a true and fair view of the Corporation’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

b) There are, to the best of our knowledge and belief, no transactions entered into by the Company

during the year which are fraudulent, illegal or violative. c) I accept responsibility for establishing and maintaining internal controls and that we have evaluated

the effectiveness of the internal control systems.

d) I have indicated to the auditors and the audit committee that:

i) there are no significant changes in the internal control during the year; ii) there are no significant changes in accounting policies during the year, and

iii) there are no instances of fraud of which we have become aware involving the management or

an employee having a significant role in the internal control system.

e) I further declare that all board members and senior managerial personnel have affirmed compliance with the code of conduct for the current year.

Sd/- (Vikram A. Doshi) Director

Place: Mumbai Date: 30th May, 2011


AUDITORS’ REPORT To the Members of Atcom Technologies Limited

We have audited the attached Balance Sheet of Atcom Technologies Limited as on 31st March, 2011 and also the Profit & Loss Account of the Company for the year ended on that date annexed hereto and the cash flow statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements based on our audit.

We have conducted our audit in accordance with auditing standards generally accepted in India Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis of our opinion.

As required by the Companies (Auditors' Report) Order. 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act 1956 (the Act) and on the basis of such checks as we considered appropriate and according to the information and explanation given to us, we set out in the Annexure a statement on the matters specified in the below paragraphs. Further to our comments in the Annexure referred to in paragraph above, we report that: a. We have obtained all the information and explanations which to the best of our knowledge and belief

were necessary for the purpose of our audit; b. In our opinion, proper books of accounts as required by law have been kept by the Company so far as

appears from our examination of such books; c. The Balance Sheet. Profit and Loss Account and Cash Flow statement referred to in this report are in

agreement with the books of accounts d. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow statement have been prepared

in compliance with the accounting standards as prescribed under the provisions of Section 211(3C) of the Act.

e. On the basis of the written confirmation received from the Directors and taken on records by, the Board of

Directors we report that none of the Directors of the Company is disqualified as on 31st March, 2011 from being appointed as a Director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act. 1956;

f. The accounts of the Company prepared on going concern basis. g. In our opinion and to the best of our information and according to the explanations given to us, the said

accounts, read with the significant accounting policies together with the notes thereon and attached thereto, give in the prescribed manner, the information required by the Act and also give a true and fair view in conformity with the accounting principles generally accepted in India:

i. In so far it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011 and ii In so far it relates to the Profit and Loss Account, of the profit of the Company for the year ended on that

date. iii In so far it relates to the Cash Flow statement, of the cash flow of the Company for the year ended on

that date. For Jain Anil & Associates

Chartered Accountants Sd/-

Place: Mumbai (Anil Jain) Dated: 30th May, 2011 Partner

Membership No. 39803


ANNEXURE TO THE AUDITORS’ REPORT (Referred to in paragraph of the Auditors' Report of even date to the members of Atcom Technologies Limited on the accounts for to period ended 31st March, 2011.)

1) (a) The Company has maintained proper records to show the full particulars of assets including quantitative details and situation of fixed assets, but the updating of the same is still in progress.

(b) The fixed assets have been physically verified by the management and no material discrepancies were

noticed on such verification (c) In our opinion, and according to the information and explanations given to us, a substantial part of

fixed assets has not been disposed by the Company during the year.

2) (a) Inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedure of physical verification of Inventory followed by the management is adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining the proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of account.

3) The Company has not granted interest free loan to Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business. There is no major weakness in the internal control procedures.

5) (a) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements enter in the register maintained under section 301 of the Companies Act 1956.

(b) In our opinion, and according to the information and explanations given to us, the transactions of purchase of goods, materials or services and sale of goods, materials or services, made in pursuance of contracts or arrangements referred to in (a) above and exceeding the value of Rs. 5 lakhs with any party during the year have been made at prices which are reasonable having regard to the prevailing market price at the relevant time.

6) In our opinion, and according to the information and explanations given to us, directives issued by the Reserve Bank of India and the provisions of sections Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under, to the extent applicable, have been complied with. We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

7) The Company did not have an internal audit system during the year.

8) We are informed that the maintenance of cost records has not been prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956, in respect of Company’s product.

9) (a) The Company is regular in depositing undisputed statutory dues with the appropriate authority.

(b) According to the information and explanations given to us there are no undisputed statutory dues payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax. Sales Tax, Custom Duty, Excise Duty, Cess which have not been deposited on account of any dispute, except mentioned as below. 1. Income Tax dues to the extent of Rs. 30251440/-pending before ITAT. 2. Income Tax dues to the extent of Rs. 19094077/- pending before CIT (Appeal).


3. Excise Duty to the extent of Rs. 48996442/- pending before CESAT. 4. Sales Tax to the extent of Rs. 3036714/- (Appeal) 5. DGFT/ Custom Duty to the extent of Rs. 5108995/-

10) The Company has not incurred any cash losses during the financial year covered by our audit. However the Company had incurred cash losses in immediately preceding financial year.

11) The Company has defaulted in repayment of dues to the financial institutions, Banks and debenture holders. The period of default is more than 365 days in each case.

12) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) The provisions of any special statute applicable to chit fund are not applicable to the company.

14) In our opinion, the Company is not dealing in or trading in shares, debentures and other investments.

15) The Company has not given any guarantees during the year.

16) The Company has not raised any term loans.

19) The company has not issued any debentures during the year

20) The Company has not raised any money by way of public issue during the year.

21) The Company has not made any preferential allotment of shares during the year.

22) As per the information and explanation given to us no material fraud on or by the Company has been noticed during the year.

For Jain Anil & Associates Chartered Accountant

Sd/- (Anil Jain)

Place: Mumbai Partner Dated: 30th May, 2011 Membership No. 39803

As at

31st march , 2010

Schedule Rupees Rupees Rupees

SOURCES OF FUNDSShareholders' fundsShare capital 1 304,527,000 304,527,000 Reserves and surplus 2 405,832,332 405,832,332

710,359,332 710,359,332 Loan fundsSecured loans 3 1,002,518,409 1,336,513,836 -

1,002,518,409 1,336,513,836 Deffered Tax Liabilities ( Net ) 65,017,518 65,017,518

Total 1,777,895,259 2,111,890,686 APPLICATION OF FUNDSFixed assets 4 Gross block 197,741,524 197,741,524 less, depreciation 150,850,333 140,938,870 Net block 46,891,191 56,802,654 - -

46,891,191 56,802,654

Investments 5 97,000 97,000

Deferred tax assets (net) - -

Current assets, loans and advancesInventories 6 1,689,170 800,183 Sundry debtors 7 6,134,990 2,482,572 Cash and bank balances 8 99,336 74,915 Loans and advances 9 26,862,175 26,662,009

34,785,671 30,019,679 less, Current liabilities and provisions Current liabilities 10 63,011,688 44,073,805 Provisions 11 14,671,357 14,671,357

77,683,045 58,745,162 Net current assets (42,897,374) (28,725,483)

Profit and Loss accountProfit and Loss account 1,921,283,049 (2,231,195,122) less, General reserve deducted per contra 147,478,607 147,478,607

1,773,804,442 2,083,716,515

Total 1,777,895,260 2,111,890,686 Significant accounting policies 15 0 and notes on accounts

As per our attached report of even date for Jain Anil & Associates For and on behalf of the Board of DirectorsChartered AccountantsSd/- Sd/- Sd/- Vikram Doshi Mahendra Sanghavi(Anil Jain ) Director DirectorProprietorMembership No. 39803Mumbai Mumbai MumbaiDate : 30.05.2011 Date : 30.05.2011 Date : 30.05.2011

As at

atcom technologies limitedBalance sheet as at 31st March , 2011

31st March , 2011

Previous period

Schedule Rupees RupeespINCOME Turnover (gross) 5,080,973 531,813 less, excise duty 146,333 19,310 Turnover (net) 4,934,640 512,503 Other income 12 275,073 105,410 Decrease in stocks of finished goods and work-in-progress 13 888,987 (200,000)

Total 6,098,700 417,913 EXPENDITUREManufacturing and Other expenses 14 5,161,212 1,012,341 Excise duty (1,434) 49,176 Depreciation 9,911,463 10,369,223 - -

Total 15,071,240 11,430,741

Profit / Loss before tax (8,972,540) (11,012,827) Provision for taxDeferred tax - Profit / Loss after tax (8,972,540) (11,012,827)

Add: Wavier of Term Loan/ Cash credit OTS 318,884,613 - 309,912,073 (11,012,827)

Balance brought forward from earlier period/ year (2,231,195,122) (2,220,182,295) - - - -

(2,231,195,122) (2,220,182,295) Amount available for appropriations (1,921,283,049) (2,231,195,122) AppropriationsDividend paid on preference shares - - Transferred to Capital redemption reserve - - Deficit carried to Balance sheet (1,921,283,049) (2,231,195,122)

(1,921,283,049) (2,231,195,122) Earnings per shareBasic Diluted Significant accounting policiesand notes on accounts

As per our attached report of even datefor Jain Anil & Associates For and on behalf of the Board of DirectorsChartered Accountants

sd/- sd/-sd/- Vikram Doshi Mahendra Sanghavi(Anil Jain ) Director DirectorProprietorMembership No. 39803Mumbai MumbaiDate : 30.05.2011 Date : 30.05.2011

Profit and Loss account for the year ended 31st March , 2011atcom technologies limited

atcom technologies limitedSchedules forming part of the accounts

As at

Schedule 1 Rupees RupeesSHARE CAPITALAuthorised20,000,000 equity shares of Rs. 10/- each 200,000,000 200,000,000 2,000,000 cumulative non-convertible redeemable preference shares of Rs. 100/- each 200,000,000 200,000,000 10,000,000 cumulative non-convertible redeemable preference shares of Rs. 10/- each 100,000,000 100,000,000

500,000,000 500,000,000

Issued, subscribed and paid-up15,340,000 equity shares of Rs. 10 /- each 153,400,000 153,400,000 1,100,000 14% cumulative non-convertible redeemable preference shares of Rs. 100/- each 110,000,000 110,000,000 (refer note 17(a) of schedule 17) 411,270 15% cumulative non-convertible redeemable preference shares of Rs. 100/- each 41,127,000 41,127,000 (refer note 17(b) of schedule 17)

Total 304,527,000 304,527,000 Note,Of the above equity shares, 6,070,000 shares were issued by capitalisation of share premium account.Schedule 2RESERVES AND SURPLUSCapital reserveAs per last balance sheet 12,987,000 12,987,000 Share premium accountAs per last Balance sheet 292,800,000 292,800,000 Debenture redemption reserveAs per last Balance sheet 20,000,332 20,000,332 Capital redemption reserveAs per last Balance sheet 80,045,000 80,045,000

405,832,332 405,832,332

As at

31st March , 2011 31st March , 2010


As at As at

31st March , 2011 31st March , 2010

Schedule 3 Rupees RupeesSECURED LOANSDebentures400,000 16% Secured non-convertible debentures of Rs. 100/- each 50,713,122 50,713,122 Loans and advances from banksTerm loan from State Bank of Patiala 97,431,919 97,431,919 Term loan from Federal Bank Term loan from Bank of Baroda - Cash credit accounts 372,990,379 700,953,614

470,422,298 798,385,533 Other loans and advancesTerm loans from Financial Institutions 481,382,990 487,415,181 Loan against pledge of shares -

481,382,990 487,415,181 Total 1,002,518,409 1,336,513,836

Notes,1 Secured by equitable mortgage created on pari-passu basis over the immovable properties.

Further secured by hypothecation of movable properties (save and except book debts and stocks). These are redeemable at par at the end of third, fourth, fifth and sixth year from the financial year 1999-2000.

2 Secured by equitable mortgage created/ to be created on pari passu basis over immovable properties.Further secured by hypothecation of movable properties (save and except book debts and stocks), both present and future, situated at the plants in Daman.

3 Secured by hypothecation of stocks and book debts. Further secured by equitable mortgage by deposit of title eds in respect of immovable properties in Daman and second charge on the movable properties (save andexcept book debts and stocks), both present and future, situated at the plants in Daman.

4 Secured by hypothecation of stocks and book debts. Further secured by equitable mortgage by deposit of title deeds in respect of immovable properties in Daman and second charge on the movable properties (save and except book debts and stocks), both present and future, situated at the plants in Daman.


Schedule 4FIXED ASSETS

Name of the Asset As at 1st

April , 2010 Additions Deductions As at

31st March, 2011 Upto

31st March, 2010 For the year On deductions Upto

31st March, 2011 As at

31st March, 2011 As at

31st March, 2010 Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees

1 Freehold land 2,491,340 - - 2,491,340 - - - - 2,491,340 2,491,340 2 Leasehold land 992,764 - - 992,764 365,152 22,822 - 387,974 604,790 627,612 3 Building 61,474,410 - - 61,474,410 36,710,236 2,053,245 - 38,763,481 22,710,929 24,764,174 4 Computers 101,769 - 101,769 90,733 11,036 - 101,769 0 11,036 5 Furniture and fixtures 814,236 - - 814,236 716,991 51,541 - 768,532 45,704 97,245 6 Office equipment - - - - - - - - - - 7 Plant and machinery 131,867,005 - - 131,867,005 103,055,758 7,772,819 - 110,828,577 21,038,428 28,811,247 8 Vehicles - - - - - - - - - -

197,741,524 - - 197,741,524 140,938,870 9,911,463 - 150,850,333 46,891,191 56,802,654 - - - - - - - -

Total 197,741,525 - - 197,741,524 140,938,870 9,911,463 - 150,850,333 46,891,191 56,802,654 Previous period 197,741,524 - - 197,741,524 130,569,648 10,369,222 - 140,938,870 56,802,654 67,171,876

Gross block Depreciation/ amortization Net block

Sr. No.


As at

Rupees Rupees

Schedule 5INVESTMENTS (long term) -

UnquotedGovernment securities(lodged with sales-tax authorities)National Savings Certificates 30,000 30,000 Indira Vikas Patras 2,000 2,000 Kisan Vikas Patras 5,000 5,000

37,000 37,000 Non-trade investments5,000 equity shares of New India Cooperative Bank Limited of Rs. 10/- each fully paid-up 50,000 50,000 1,000 equity shares of Saraswat Cooperative Bank Limited of Rs. 10/- each, fully paid-up 10,000 10,000 in subsidiary companies1,000,000 equity shares in C2M Technologies India Limited of Rs. 10/- each, fully paid-up 10,000,000 10,000,000

Less: Provision for Diminution in Valuation of (10,000,000) (10,000,000) subsidary company(Book Value)

- - -

60,000 60,000

Total 97,000 97,000 - - - -

Aggregate value of unquoted investments 97,000 97,000

Schedule 6

INVENTORIES

Stock-in-tradeRaw materials 518,626 518,626 Work-in-progress 156,123 156,123 Finished goods 1,014,421 125,434

Total 1,689,170 800,183

As at

31 st March , 2011 31 st March , 2010


As at

31st March , 2011

Rupees Rupees

Schedule 7SUNDRY DEBTORS(unsecured)

Debts outstanding for a period exceeding six months 2,598,528 2,446,110 Other debts 36,462 36,462

Total 2,634,990 2,482,572 - -

2,634,990 2,482,572 Note,Considered good 12,944 25,976 Considered doubtful 2,622,046 2,456,296

2,634,990 2,482,272

Schedule 8

CASH AND BANK BALANCESCash on hand 8,828 9,066 Balances with scheduled banks- in current accounts 90,508 65,849 - -

90,508 65,849 Total 99,336 74,915

As at

31st March , 2010


As at As at

31st March ,2011 31st March ,2010

Rupees Rupees

Schedule 9LOANS AND ADVANCES(unsecured unless otherwise stated)Advance to Atcom Employees Trust 2,130,000 2,130,000 Advances recoverable in cash or in kind or for value to be received 4,328,550 4,472,539 Less: Provision towards loans and advances (1,787,396) (1,787,396) Other deposits 1,923,244 1,923,244 Balance with Excise authorities 360,781 27,826 Advance tax (Net of Provisions) 19,906,996 19,895,796

26,862,175 26,662,009

Total 26,862,175 26,662,009

Notes,1. Considered good 19,643,345 19,643,345

Considered doubtful 7,434,549 7,434,549 26,862,175 26,662,009


As at As at

31st March,2011 31st March,2010

Schedule 10 Rupees RupeesCURRENT LIABILITIES

Sundry creditors- total outstanding dues to small scale industrial undertakings 523,698 523,698 - total outstanding dues to creditors other than small scale industrial undertakings 15,609,855 12,666,102

16,657,251 13,713,498 Other liabilities 44,001,733 30,082,269 Duties & Taxes 263,451 278,038

Total 60,922,434 44,073,805

Schedule 11PROVISIONSProposed dividend - preference shares 12,470,550 12,470,550 Corporate dividend tax 2,200,807 2,200,807

Total 14,671,357 14,671,357

Previous period

Rupees Rupees

Schedule 12OTHER INCOME

Interest on others deposits, etc. 56,000 56,000 (TDS Rs. 11,200/-previous year Rs. 12,566/-)

Dividend 6,652 8,500 Sundry credit balances written back - 38,117 Miscellaneous income 212,421 2,793

Total 275,073 105,410

Schedule 13DECREASE IN STOCKS OF FINISHED GOODS AND WORK-IN-PROGRESS

Stock as at 31st March , 2011Finished goods 1,014,421 125,434 Work-in-progress 156,123 156,123

1,170,544 281,557 less, Stock as at 31st March, 2010 Finished goods 125,434 225,434 Work-in-progress 156,123 256,123

281,557 481,557 Total 888,987 (200,000)


As at As at

31st March,2011 31st March,2010

Rupees Rupees

Schedule 14MANUFACTURING AND OTHER EXPENSES

Raw materials consumed 2,465,042 331,780

Payments to and provisions for employeesSalaries, wages and bonus - - Contribution to provident and other funds - - Staff welfare expenses 654 -

654 - Power and fuel -

- - Rent 103,000 18,000

Rates and taxes 108,815 107,890 - - Repairs and maintenance Others 4,610 175 Travelling and conveyance expenses 5,604 8,382 Commission - - Insurance 3,750 3,750 Bank charges 503 11,329 Fringe Benfit Tax - Revaluation of Fixed assets (Loss ) - Profesional fees 102,666 233,181 Auditors Fees 10,000 10,000 Fright & carriage outward 800 Sundry Mfg./Admn Exps 45,000 115,234 Royalty 2,184 - Telephone Expenses 4,665 - Printing & Stationary 3,421 - Security Charges 192,087 - Courier & postage 764 - Bad debts and irrecoverable advances written off 1 3,990 Miscellaneous expenses 22,100 41,830 Security Charges 126,000

609,169 680,561

Total 3,074,866 1,012,341

AAttccoomm tteecchhnnoollooggiieess lliimmiitteedd 2211sstt AAnnnnuuaall RReeppoorrtt’’22001111 Schedule 15

SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS A. Significant Accounting Policies

Basis of accounting

The financial statements have been prepared under the historical cost of convention on an accrual basis.

Fixed Assets

Fixed assets are recorded at the cost of acquisition or construction. They are stated at historical cost less accumulated depreciation.

Expenditure During Construction period

Expenditure during construction period including pre-operative expenses, all direct and indirect expenses and trial run expenses are capitalized.

Depreciation

Depreciation on fixed assets is provided on the straight-line basis at the rates and in the manner specified in schedule XIV of the Companies Act 1956. Cost of leasehold land is amortized over the period of lease.

Investments

Current investments are carried at lower of cost or fair value. Long-term investments are carried at cost. However, provision for diminution in the value is made to recognize a decline other than temporary in the carrying amount of investments.

Inventories

Items of inventories are valued at cost or net realizable value, whichever is lower. Cost is determined as follows.

a. Raw Materials – on FIFO (First In First Out) basis.

b. Work-in-progress and finished goods on absorption costing method.

Foreign Currency Transaction

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of transaction. At the year-end, foreign currency monetary items are reported using the closing rate. Exchange difference arising thereon and on realization/ payment of foreign exchange are recorded in the relevant year as income or expenses except gain or loss on transactions relating to acquisition of fixed assets/intangibles from outside India, which is adjusted to the carrying amounts of the fixed assets.

Doubtful Debts/Advances

Provision has been made in the accounts for debts/ advances, which in the opinion of the managements are considered doubtful of recovery.

Retirement And Other Employee Benefits

a. Provident fund contributions are charged to the profit and loss account of the year when the contribution to the fund is due.

b. Gratuity –Liability is determined on the basis of actuarial valuation made at the year/period end.

Government grants

Grants related to specific fixed assets are disclosed as a deduction from the value of the concerned assets. Grants related to revenue are credited to the Profit and loss account. Grants in the nature of promoter’s contribution are treated as capital reserve.

Revenue Recognition

Revenue (Income) is recognized when no significant uncertainty as to determination or realization exits.

AAttccoomm tteecchhnnoollooggiieess lliimmiitteedd 2211sstt AAnnnnuuaall RReeppoorrtt’’22001111 Borrowing Costs

Borrowing costs, which are attributable to the acquisition, construction or production of qualifying assets, are capitalized as part of cost of such assets. Where, a qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use. All other borrowing cost is charged to profit and loss account.

Taxes on Income

Tax expense comprises current tax and deferred tax, at the applicable enacted/ substantially enacted rates. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income Tax Act 1961. Deferred income tax represents the impact of current year timing difference between taxable income and accounting income for the year and reversal of timing differences of earlier years.

Contingent Liabilities and Provisions

Contingent liabilities, if any, are disclosed in the notes on accounts. Provision is recognized in the accounts when the company has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made.

Additional information pursuant to the provision of paragraph 3, 4c, and 4d of the part II of the schedule VI of the Companies Act, 1956

Particulars Quantity Unit Turnover (Rs.)

Electronic Weighing Scale 124 Nos 1,434,640

B) Notes On Accounts. 1. The net worth of the company was completely eroded in the year 2002-03 and the company became a sick industrial undertaking under the provision of the Sick Industrial Companies ( Special provision ) Act 1985 ( SICA) . Consequently it filed the necessary reference with the Board for Industrial and Financial Reconstruction (BIFR) as required under SICA. However the said reference could not be admitted as few secured lenders initiated proceeding under Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SRFAESIA) The company challenged the said action of secured lenders & others before the High court of Bombay which permitted secured lenders to take only symbolic possession of the assets charged and permitted the company to continue the operation and also to file an appeal before the Debts Recovery Tribunal ( DRT ).In terms of the said order ,the company has continued its operation all these years including the year under review .The co. also filed an appeal before DRT which is pending disposal. In addition to the said appeal, the company has also filed a counter claim in a suit against the secured lenders which is also pending disposal. Arrears of fixed cumulative dividend on preference shares from their respective dates of allotment till their dates of redemption/ year end: a. On 15% cumulative non-convertible redeemable preference shares, Rs. 15,447,977/- (as at 30th September, 2003, Rs. 9,262,026/-); b. On 14% cumulative non-convertible redeemable preference shares, Rs. 38,563,288/- (as at 30th September, 2003, Rs. 23,121,096/-); 5. Particulars and terms of redemption of non-convertible preference shares are as under: (a) • 600,000 14% preference shares of Rs. 100/- each, aggregating to Rs. 60,000,000/- have been allotted

on 26th May, 1999 to the Industrial Development Bank of India, redeemable on par after expiry of six years from allotment, i.e. 25th May, 2005; • 500,000 14% preference shares of Rs. 100/- each, aggregating to Rs. 50,000,000/- have been allotted on 15th October, 1997 to SICOM Limited, redeemable on par after expiry of five years from allotment, i.e. 15th October, 2002.

AAttccoomm tteecchhnnoollooggiieess lliimmiitteedd 2211sstt AAnnnnuuaall RReeppoorrtt’’22001111 (b) • 200,000 15% preference shares of Rs. 100/- each, aggregating to Rs. 20,000,000/- have been allotted

on 16th September, 1997 to Tata Finance Limited, redeemable on par after expiry of five years from allotment, i.e. 15th September, 2002; • 100,000 15% preference shares of Rs. 100/- each, aggregating to Rs. 10,000,000/- have been allotted on 12th July, 1997 to BOB Asset Management Company Limited, redeemable on par after expiry of three years (extended by a further period of three years) from allotment, i.e. 11th July, 2003; • 50,000 15% preference shares of Rs. 100/- each, aggregating to Rs. 5,000,000/-, have been allotted on 2nd June, 1997 to The Ratnakar Bank Limited, redeemable on par after expiry of six years from allotment, i.e. 1st June, 2003; • 30,100 15% preference shares of Rs. 100/- each, aggregating to Rs. 3,010,000/-, have been allotted on 2nd June, 1997 to various individuals, redeemable on par after expiry of six years from allotment, i.e. 1st June, 2003; • 31,170 15% preference shares of Rs. 100/- each, aggregating to Rs. 3,170,000/-, have been allotted on 8th July, 1997 to various individuals, redeemable on par after expiry of six years from allotment, i.e. 7th July, 2003.

For Jain Anil & Associates For and on behalf of the Board of Directors Chartered Accountants Sdss Sd/- Sd/- Sd/- Vikram Doshi Mahendra Sanghavi (Anil Jain ) Director Director Proprietor Membership No. 39803 Mumbai Date : 30th May, 2011

atcom technologies limited

Cash-flow statement for the year ended 31st March , 2011Previous Period

Rupees Rupees

A. Cash flow from operating activities(Loss) / profit before tax (10,386,194) (11,012,827) adjustments for,

Depreciation 9,911,463 10,369,223 Loss on sale of fixed assets (net) - Fixed assets and technical know how w/o - Capital work-in-progress written off - Loss on sale of long-term investments (non-trade) - Provision for diminution in the value of long-term investments (non-trade) - Provision for stock obsolescence - Provision for doubtful debts/ advances - Bad debts and irrecoverable advances written off - Provision for diminution in the value of Shares held in a trust - Provision for diminution in the value of investment in subsidiary - Deferred revenue expenditure incurred during the year - Interest expenseDividend 6,652 8,500 Interest income 56,000 56000Sundry credit balances written back - 40910Excess provision for gratuity written back - -

9,848,811 10,345,633 Operating profit before working capital changes (537,384) (667,194)

Decrease/ (Increase) in trade and other receivables (152,418) (37,685) Decrease in inventories (888,987) 293,835 (Increase) / Decrease in Loans & Advances (200,166) 415,884 (Decrease) / increase in trade and other payables (16,848,629) 2,323,718

Cash (used in) / generated from operations (18,090,200) 2,995,752 Direct taxes paid - -

Net cash (used in)/ generated from operating activities 17,552,816 (3,662,946)

B. Cash flow from investing activitiesPurchase of fixed assets - - Purchase of investments - - Sale of fixed assets - - Sale of investments in subsidiary - - Sale of investments - - Dividend received 6,652 8,500 Interest received 56,000 56,000

Net cash generated from/ (used in) investing activities 62,652 64,500

C. Cash flow from financing activitiesRepayment of preference shares - - Proceeds from issue of warrant application money - - Proceeds from short-term borrowings (net) - - Repayment of long-term borrowings - - Proceeds from long-term borrowings - - Dividend paid - - Interest expense - -

Net cash generated from/ (used in) financing activities - -

Net increase / (decrease) in cash and cash equivalents ( A + B + C ) 17,615,468 (3,598,446) Cash and cash equivalents as at 31st March, 2010 74,915 82,766 Cash and cash equivalents as at 31st March, 2011 99,336 74,915

17,615,468 (3,598,446) Reconciliation of cash and cash equivalents

As per Balance sheet - schedule 9 99,336 74,915 less, interest accrued on bank deposits - -

99,336 74,915

As per our attached report of even datefor Jain Anil & Associates for and on behalf of the Board of DirectorsChartered Accountants

sd/- sd/- Sd/- (Anil Jain) Vikram Doshi Mahendra SanghaviMembership No.39803 Director Director

Mumbai Mumbai

Date:30.05.2011 Date:30.05.2011


Balance sheet abstract and Company's general business profile

I. Registration detailsRegistration no. State code1 1 - 5 4 2 2 4 1 1

Balance sheet date3 1 0 3 1 1

II. Capital raised during the year (amount in Rupees thousands)Public issue Rights issue

N I L N I LBonus issue Private placement

N I L N I LIII.Position of mobilization and deployment of funds (amount in Rupees thousands)

Total liabilities Total assets1 7 7 7 8 9 5 1 7 7 7 8 9 5

Sources of fundsPaid-up capital Reserves and surplus

3 0 4 5 2 7 4 0 5 8 3 2Secured loans Unsecured loans

1 0 0 2 5 1 8 N I LDeferred tax liability (net)

6 5 0 1 8Application of fundsNet fixed assets Investments

4 6 8 9 1 9 7Deferred tax assets (net) Net current assets

N I L (4 4 3 1 1)Miscellaneous expenditure Accumulated losses

N I L 1 9 2 2 6 9 7IV.Performance of the Company (amount in Rupees thousands)

Turnover Total expenditure1 5 8 1 1 2 9 8 5

(Loss) before tax (Loss) after tax(1 0 3 8 6) (1 0 3 8 6)

Earnings per share (Rupees) Dividend %(0 . 0 3) N I L

V. Generic names of three principal products/ services of the Company (as per monetary terms)Item code no. (ITC code)

8 4 . 2 3Product descriptionE L E C T R O N I C W E I G H I N G S C A L E S

As per our attached report of even datefor Jain Anil & AssociatesChartered Accountants for and on behalf of the Board of Directors

Sd/- Sd/-sd/- Vikram Doshi Mahendra Sanghavi(Anil Jain ) Director DirectorProprietorMembership No. 39803MumbaiDate : 30.05.2011

STATEMENT REGARDING SUBSIDIARY COMPANIES PURSUANT TO SECTION 212 OF

THE COMPANIES ACT, 1956:

Name of the Subsidiary C2M Technologies Limited Financial year of the Subsidiary Company ended 31st March, 2011

Number of shares in the Subsidiary Company held by Atcom Technologies Limited at the above date 10,00,000 shares

% of total paid up capital 100%

The Net aggregate of Profit / (Losses) of the Subsidiary Company so far as it concerns the members of the Atcom Technologies Limited

1. Dealt with in the accounts of Atcom Technologies Limited amounted a. For the Financial period ended 31st March,

2011

b. For the Financial period ended 31st March, 2010.

2. Not dealt with in the accounts of Atcom Technologies Limited amounted a. For the Financial period ended 31st March,

2011

b. For the Previous Year ended 31st March, 2010.

(Rs. 3,09,257)

(Rs. 3,13,771)

For ATCOM TECHNOLOGIES LIMITED Place: Mumbai.

ATCOM TECHNOLOGIES LIMITED · 2012. 1. 23. · Atcom technologies limited 21st Annual Report’2011...

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